TIDMARG
RNS Number : 0153L
Argos Resources Ltd
31 August 2023
31 August 2023
ARGOS RESOURCES LIMITED
("Argos" or "the Company")
Posting of Circular and Notice of General Meeting
Argos Resources Limited (AIM: ARG.L), confirms that, further to
the Company's proposed disposal of its PL001 Production Licence
interests in the North Falkland Basin (the "Disposal") to JHI
Associates Inc. ("JHI") and cancellation of Admission to trading on
AIM ("Cancellation"), the Company has today posted a circular and
notice of general meeting to shareholders to enable the Board to
take the necessary steps to place the Company into members
voluntary liquidation as part of the planned process to enable a
distribution of surplus assets to shareholders.
The Disposal and the Cancellation were approved by Shareholders
at a general meeting of the Company held on 26 May 2023, and on 18
August 2023 it was announced that the Board intended to seek
shareholder approval for the Company to be wound up and a
liquidator appointed ahead of the Cancellation, conditional on the
licence acquisition agreement completing.
Shareholder approval for the proposed winding up of the Company
and the appointment of joint liquidators will be sought at a
general meeting of the Company to be held at Argos House, H Jones
Road, Stanley, Falkland Islands at 5.00 p.m. on 22 September 2023
(Falkland Islands time).
Further details on the proposals are set out below in a letter
from the Chairman of the Company, and in the circular, which is
available on the Company's website www.argosresources.com .
Suspension of Trading
Trading in the Company's ordinary shares on AIM was suspended on
3 July 2023 ("Suspension") and the Suspension is expected to remain
in place until Cancellation occurs. The Company will continue to
make announcements in accordance with its obligations under the AIM
Rules.
For further information:
Argos Resources Limited (+500 22685)
www.argosresources.com
Ian Thomson, Chairman
John Hogan, Managing Director
Cenkos Securities PLC
Neil McDonald (+44 131 220 6939)
Derrick Lee (+44 131 220 9100)
LETTER FROM THE CHAIRMAN OF ARGOS RESOURCES LIMITED
Introduction
On 3 May 2023 the Company announced that it had entered into a
Licence Acquisition Agreement with JHI and others, pursuant to
which the Buyer would acquire the Group's PL001 Production Licence
interests in the North Falkland Basin and related assets from the
Company in return for a consideration of 8,467,820 JHI Common
Shares to be issued to the Company credited as fully paid and
GBP303,500 in cash (of which a non-refundable payment of GBP151,750
has already been made).
The Disposal remains subject to the Falkland Islands Government
(FIG) providing its consent to the assignment of the Licence. FIG's
consent to the assignment has not yet been received and is expected
shortly, with Completion of the LAA now anticipated on or before 30
September 2023. To facilitate this, ARL and JHI have signed an
addendum to the LAA to further extend the long stop date for
Completion to 30 September 2023 or such other date as ARL and JHI
may agree.
In the Company's circular dated 3 May 2023, the Board stated
that following Completion it would be in Shareholders best
interests for the Company's admission of the Ordinary Shares to
trading on AIM to be cancelled and then for the Company to be wound
up and for the JHI Common Shares to be distributed proportionately
to the Company's shareholders on the register of members at the
relevant time.
The Disposal and the Cancellation were approved by Shareholders
at a general meeting of the Company held on 26 May 2023.
Trading in the Company's Ordinary Shares on AIM was suspended on
3 July 2023 as the Company had not published its audited annual
report and accounts by 30 June 2023. The Suspension is expected to
remain in place until Cancellation occurs.
The purpose of this Circular is to provide you with the
background to, reasons for and details of the Winding Up and
appointment of the Joint Liquidators and to explain why the
Directors consider the Winding Up and appointment of the Joint
Liquidators to be in the best interests of the Shareholders as a
whole.
Members Voluntary Liquidation
Assuming the Resolutions are passed and Completion takes place,
the Directors believe that it will be in Shareholders' best
interests for the Company to be placed into members voluntary
liquidation (MVL) and the surplus assets of the Company (after
satisfying the Company's liabilities) be distributed to
Shareholders. The Board intends to settle certain of the Company's
liabilities of approximately GBP310,000 in JHI Common Shares. This
will require approximately 530,000 JHI Common Shares, leaving a
balance of approximately 7.9 million JHI Common Shares remaining
for distribution to holders of Ordinary Shares. The cash portion of
the consideration payable by JHI for the Licence is expected to
cover the Company's remaining liabilities. These expectations are
subject to further adjustment depending on the timing of Completion
and any other accrued liability of the Company.
The appointment of the Joint Liquidators and the Company
entering into a MVL process is dependent on the passing of the
Resolutions.
The Directors consider the Winding Up and appointment of the
Joint Liquidators to be in the best interests of the Company and
the Shareholders as a whole. Accordingly, the Board unanimously
recommends that you vote in favour of the Resolutions as the
Directors intend to do in respect of their respective holdings of
Ordinary Shares.
General Meeting
The Winding Up of the Company and appointment of its Joint
Liquidators is conditional upon, amongst other things, Shareholders
passing the Resolutions at the General Meeting. At the end of this
document is a notice convening the General Meeting to be held at
Argos House, H Jones Road, Stanley, Falkland Islands, at 5.00 p.m.
(Falkland Islands time) on 22 September 2023, at which the
Resolutions will be proposed.
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END
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